Common use of Capitalization and Subsidiaries Clause in Contracts

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 shares of Common Stock and (iii) 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). As of the date hereof: (A) 20,321,047 shares of Common Stock were issued and outstanding (not including shares held in treasury); and (D) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury. As of the date of this Agreement (i) 547,915 shares of Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2015 Equity Incentive Plan, as amended, of which 253,197 shares are exercisable and 859,626 additional shares are reserved for future issuance thereunder, (ii) there are no shares of Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Incentive Plan, (iii) 1,095,149 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock are issuable upon exercise of outstanding warrants all of which are exercisable. The Closing Shares, when issued pursuant to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Company has duly reserved up to 3,500,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has duly reserved 1,900,000 additional shares of Common Stock for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate of Incorporation, as amended, and Bylaws on file on the SEC’s XXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 shares of an unlimited number of Common Stock and (iii) 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”)Shares. As of the date hereof: (A) 20,321,047 shares close of business on September 30, 2021, 4,821,191 Common Stock Shares and no Preferred Shares were issued and outstanding (not including shares held in treasury); and (D) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasuryoutstanding. As of the date September 30, 2021, (x) an aggregate of this Agreement (i) 547,915 shares of 428,568 Common stock Shares are issuable upon exercise of options granted under the BIO-Key International, Inc. 2015 Equity Incentive Plan, as amendeda stock option plan, of which 253,197 shares 226,196 are exercisable fully vested and 859,626 additional shares are reserved for future issuance thereunder, exercisable; and (iiy) there are no shares an aggregate of 452,523 Common stock Shares are issuable upon exercise of agents’ options granted under the BIO-Key Internationalgranted, Inc. 2004 Equity Incentive Plan, (iii) 1,095,149 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable452,523 Common Shares were exercisable as of September 30, 2021; and (ivz) 2,586,507 shares an aggregate of 3,465,862 Common stock Shares are issuable upon exercise of outstanding warrants all granted by the Company, with exercise prices ranging from $6.85 to $70.56 per share. As of which September 30, 2021, an aggregate of 2,011,089 Common Shares are exercisable. The Closing Shares, when issued pursuant to Section 2.1 issuable upon exercise of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges warrants traded on Nasdaq under the symbol “SYTAW” with respect to the issuance thereofan exercise price of $6.85. The Company has duly reserved up to 3,500,000 shares of 720,000 Common Stock Shares for issuance upon conversion of the Note (which assumes that the Principal Amount Conversion Shares (as defined in the Note) is converted are used to Common Stock at the Conversion Price (as defined in pay all principal installments under the Note) as of the date hereof) and has duly reserved 1,900,000 additional shares of 2,142,857 Common Stock Shares for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxesTaxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate notice of Incorporation, as amended, articles and Bylaws articles on file on the SEC’s XXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws constating documents as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate notice of Incorporation articles or Bylawsarticles. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities on the Closing Date will not obligate the Company to issue shares of Common Stock Shares or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 963,238 Common Shares (or securities convertible into or exercisable for Common Shares) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 150,000,000 shares of Common Stock; (ii) 50,000,000 shares of Class B non-voting Common Stock and (the “Class B Common Stock”), (iii) 5,000,000 250,000 shares of Preferred Stockvoting Series A preferred stock, par value $0.001 0.0001 per share (the “Preferred A Stock”), (iv) 1,200,000 shares of voting Series B preferred stock, par value $0.0001 per share (the “Preferred B Stock”), (v) 270,000 shares of voting Series C preferred stock, par value $0.0001 per share (the “Preferred C Stock”), and (vi) 48,280,000 shares to be designated by the Company’s Board of Directors. As of the date hereofclose of business on December 31, 2019: (A) 20,321,047 11,698,697 shares of Common Stock were issued and outstanding (not including shares held in treasury); (B) no shares of Class B Common Stock were issued and outstanding (not including shares held in treasury); (C) no shares of Common Stock or Class B Common Stock were issued and held by the Company in its treasury; (D) 167,972 shares of Preferred Stock were issued and outstanding, and (DE) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury. As of ; and since December 31, 2019, and through the date of this Agreement Agreement, the Company has issued 523,751 of additional shares of Common Stock and 0 shares of Preferred Stock. As of December 31, 2019, (ix) 547,915 an aggregate of 2,418,578 shares of Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2015 Equity Company’s 2014 Stock Incentive Plan, as amended, Plan of which 253,197 1,634,617 shares are were exercisable as of December 31, 2019 and 859,626 271,860 additional shares are reserved for future issuance thereunder, ; (iiy) there are no 350,000 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Incentive Plan, (iii) 1,095,149 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock are issuable reserved for issuance upon exercise of outstanding warrants all of which are exercisablewith exercise prices ranging from $1.20 to $7.70 per share. The Closing Shares, when issued pursuant to Section 2.1 of this Agreement Agreement, respectively, will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Company has duly reserved up to 3,500,000 725,259 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in Repayment Shares are used to pay all principal installments and accrued interest under the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has duly reserved 1,900,000 up to 100,000 additional shares of Common Stock for issuance upon exercise of the WarrantMake Whole Shares, if any (assuming a $1.00 per share five-day VWAP as of the closing of business on the six-month anniversary of the Closing Date). The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Make Whole Shares, if and when issued upon exercise pursuant to Section 2.4 of the Warrant in accordance with its termsthis Agreement, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate Articles of Incorporation, as amended, and Bylaws on file on the SEC’s XXXXX EXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate Articles of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Except as set forth on Schedule 3.4(b), no Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant Note or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 150,000,000 shares of Common Stock; (ii) 50,000,000 shares of Class B non-voting Common Stock and (the “Class B Common Stock”), (iii) 5,000,000 250,000 shares of Preferred Stockvoting Series A preferred stock, par value $0.001 0.0001 per share (the “Preferred A Stock”), (iv) 1,200,000 shares of voting Series B preferred stock, par value $0.0001 per share (the “Preferred B Stock”), (v) 270,000 shares of voting Series C preferred stock, par value $0.0001 per share (the “Preferred C Stock”), and (vi) 48,280,000 shares to be designated by the Company’s Board of Directors. As of the date hereofclose of business on November 11, 2019: (A) 20,321,047 11,023,870 shares of Common Stock were issued and outstanding (not including shares held in treasury); (B) no shares of Class B Common Stock were issued and outstanding (not including shares held in treasury); (C) no shares of Common Stock or Class B Common Stock were issued and held by the Company in its treasury; (D) 167,972 shares of Preferred Stock were issued and outstanding, and (DE) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury. As of ; and since November 11, 2019, and through the date of this Agreement Agreement, the Company has issued 168,685 of additional shares of Common Stock and 0 shares of Preferred Stock. As of September 30, 2019, (ix) 547,915 an aggregate of 2,172,643 shares of Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2015 Equity Company’s 2014 Stock Incentive Plan, as amended, Plan of which 253,197 1,493,809 shares are were exercisable as of September 30, 2019 and 859,626 461,966 additional shares are reserved for future issuance thereunder, ; (iiy) there are no 1,244,948 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Incentive Plan, (iii) 1,095,149 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock are issuable reserved for issuance upon exercise of outstanding warrants all of which are exercisablewith exercise prices ranging from $1.20 to $2.23 per share. The Closing Shares, when issued pursuant to Section 2.1 of this Agreement Agreement, respectively, will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Company has duly reserved up to 3,500,000 [●] shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in Repayment Shares are used to pay all principal installments and accrued interest under the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has duly reserved 1,900,000 up to [100,000●] additional shares of Common Stock for issuance upon exercise of the WarrantMake Whole Shares, if any (assuming a $[1.00●] per share five-day VWAP as of the closing of business on the six-month anniversary of the Closing Date). The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Make Whole Shares, if and when issued upon exercise pursuant to Section 2.4 of the Warrant in accordance with its termsthis Agreement, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate Articles of Incorporation, as amended, and Bylaws on file on the SEC’s XXXXX EXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate Articles of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Except as set forth on Schedule 3.4(b), no Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant Note or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 shares of Common Stock and (iii) 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). As of the date hereof: (A) 20,321,047 14,095,923 shares of Common Stock were issued and outstanding (not including shares held in treasury); and (D) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury. As of the date of this Agreement (i) 547,915 582,253 shares of Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2015 Equity Incentive Plan, as amended, of which 253,197 77,430 shares are exercisable and 859,626 819,837 additional shares are reserved for future issuance thereunder, (ii) there are no 33,335 shares of Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Incentive PlanPlan all of which are exercisable and no additional shares are reserved for future issuance thereunder, (iii) 1,095,149 1,168,595 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 853,581 shares are exercisable, and (iv) 2,586,507 3,780,978 shares of Common stock are issuable upon exercise of outstanding warrants all of which are exercisable. The Closing Shares, when issued pursuant to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Company has duly reserved up to 3,500,000 2,040,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has duly reserved 1,900,000 2,000,000 additional shares of Common Stock for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate of Incorporation, as amended, and Bylaws on file on the SEC’s XXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 of Five Hundred Million shares of Class A Common Stock, Twenty-Five Million shares of Class B Common Stock and (iii) 5,000,000 Twenty-Five Million shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). As of the date hereof: (A) 20,321,047 close of business on December 20, 2021, 84,331,047 shares of Common Stock, no shares of Class B Common Stock were issued and outstanding (not including shares held in treasury); and (D) no 132,040 shares of Preferred Stock were issued and outstanding or held by the Company in its treasuryoutstanding. As of the date December 20, 2021, (x) an aggregate of this Agreement (i) 547,915 6,395,919 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2015 Equity Incentive Plan, as amendeda stock option plan, of which 253,197 shares 938,401 are exercisable fully vested and 859,626 additional shares are reserved for future issuance thereunder, exercisable; (iiy) there are no shares an aggregate of 3,991,635 Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Incentive Plan, (iii) 1,095,149 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock Stock are issuable upon exercise of outstanding warrants all granted by the Company, with exercise prices ranging from $0.88 to $2,000 per share and (Z) an aggregate of which 2,810,000 restricted stock grants are exercisable. The Closing Shares, when issued pursuant to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereofoutstanding. The Company has duly reserved up to 3,500,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has duly reserved 1,900,000 additional 11,925,000 shares of Common Stock for issuance upon exercise of the Warrant. The Conversion Shares, when issued Warrant A and has duly reserved up to 1,325,000 shares of Common Stock for issuance upon conversion exercise of the Note in accordance with its terms, and the Warrant B. The Warrant Shares, if and when issued upon exercise of the Warrant Warrants in accordance with its their respective terms, will be validly issued, fully paid and non-assessable and free from all taxesTaxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate certificate of Incorporationincorporation and bylaws, each as amended, and Bylaws on file on the SEC’s XXXXX EXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws constating documents as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate certificate of Incorporation incorporation or Bylawsbylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Other than as set forth on Schedule 3.4(b), no Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 ActAct other than Esousa Holdings, LLC. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the either Warrant or the Investor Warrant Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities on the Closing Date will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Principal Market to issue up to 16,866,209 shares of Common Stock (or securities exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 240,000,000 shares of Common Stock and (iiiii) 5,000,000 10,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). As of the date hereofclose of business on September 30, 2021: (A) 20,321,047 102,354,699 shares of Common Stock were issued and outstanding (not including shares held in treasury); and (DB) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury. As of outstanding; and since September 30, 2021, and through the date of this Agreement Agreement, the Company has issued 35,333 additional shares of Common Stock and no additional shares of Preferred Stock. As of September 30, 2021, (i) 547,915 an aggregate of 7,007,477 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2015 Equity Company’s Amended and Restated 2012 Stock Long Term Incentive Plan, as amended, of which 253,197 1,861,885 shares were exercisable as of September 30, 2021, 2,400,000 shares of Common Stock are exercisable issuable upon vesting of restricted stock units granted under the Company’s Amended and 859,626 Restated 2012 Stock Long Term Incentive Plan, and 1,405,011 additional shares are reserved for future issuance thereunder, (ii) there are no an aggregate of 15,408 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Company’s 2016 Equity Incentive Plan, of which 15,408 shares were exercisable as of September 30, 2021 and no additional shares are reserved for future issuance thereunder, (iii) 1,095,149 an aggregate of 292,285 shares of Common stock Stock are issuable upon exercise of options granted outside of under the forgoing plans Company’s 2019 Inducement Plan, of which 1,091,715 75,138 shares were exercisable as of September 30, 2021, and 707,715 additional shares are exercisablereserved for future issuance thereunder, and (iv) 2,586,507 2,635,068 shares of Common stock Stock are issuable reserved for issuance upon exercise of outstanding warrants all with exercise prices ranging from $0.2957 to $492.00 per share, and (v) 919,991 shares of which Common Stock are exercisableavailable for future issuance under the Company’s 2020 Employee Stock Purchase Plan. The First Closing Shares, when issued pursuant to Section 2.1 2.1(a) of this Agreement Agreement, will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Company has duly reserved up to 3,500,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has duly reserved 1,900,000 additional shares of Common Stock for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note Notes in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, their terms will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws on file on the SEC’s XXXXX website are true and correct copies of the Company’s Amended and Restated Articles of Incorporation Incorporation, as amended, and Amended and Restated Bylaws as in effect as of the date hereofapplicable Closing Date. The Company is not in violation of any provision of its Certificate Amended and Restated Articles of Incorporation Incorporation, as amended, or Amended and Restated Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) ). The Company owns, directly or indirectly, all of the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership equity interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interestseach Subsidiary. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant Notes or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 of 250,000,000 shares of Common Stock and (iii) 5,000,000 20,000,000 shares of Preferred Stock, par value $0.001 per share preferred stock (the “Preferred Stock”). As of the date hereof: (A) 20,321,047 close of business on June __, 2024, 120,801,977 shares of Common Stock were issued and outstanding (not including shares held in treasury); and (D) no Stock, 1,000 shares of Series B Voting Preferred Stock and 1,000 shares of Series C Voting Preferred Stock were issued and outstanding or held by the Company in its treasury. As of outstanding; and since June 25, 2024, and through the date of this Agreement Agreement, the Company has issued no additional shares of Common Stock and no additional shares of Preferred Stock. As of June 27, 2024, (i) 547,915 an aggregate of 640,000 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2015 2018 Equity Incentive Plan, as amended, of which 253,197 615,000 shares are were exercisable as of June 27, 2024, 2,167,150 shares of Common Stock issuable upon vesting of Restricted Stock Units granted under the 2022 Equity Incentive Plan, and 859,626 no additional shares are reserved for future issuance thereunder, (ii) there are no shares of Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 2018 Equity Incentive Plan or 2022 Equity Incentive Plan, other than as discussed above; and (iiiii) 1,095,149 496,429 shares of Common stock Stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock are issuable reserved for issuance upon exercise of outstanding warrants all with an exercise price of which are exercisable. The Closing Shares, when issued pursuant to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof$8.63 per share. The Company has duly reserved up to 3,500,000 6,857,143 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has duly reserved 1,900,000 additional up to 750,000 shares of Common Stock for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, and any other Investor Shares, if and when issued in connection with the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate of Incorporation, as amended, and Bylaws Organizational Documents on file on the SEC’s XXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws Organizational Documents, as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of its Certificate of Incorporation or BylawsOrganizational Documents. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary as disclosed set forth on Schedule 3.4 (b3.4(b), each . Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant or the Investor SharesShares except as set forth on Schedule 3.4(c). Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 23,872,278 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 of 100,000,000 shares of Common Stock and (iii) 5,000,000 Stock, 10,000,000 shares of Preferred Stock, par value $0.001 per share Class F common stock and 1,000,000 shares of preferred stock (the “Preferred Stock”). As of the date hereof: (A) 20,321,047 close of business on June 30, 2023, 34,825,971 shares of Common Stock were issued Stock, no shares of Class F common stock and outstanding (not including shares held in treasury); and (D) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury. As of outstanding; and since June 30, 2023, and through the date of this Agreement Agreement, the Company has issued no additional shares of Common Stock and no additional shares of Preferred Stock. As of June 30, 2023, (i) 547,915 an aggregate of 4,904,596 shares of Common stock Stock are issuable upon exercise of options granted reserved and available for issuance under the BIO-Key International, Inc. 2015 Company’s 2020 Equity Incentive Plan, as amended, of which 253,197 2,580,445 shares are exercisable and 859,626 additional shares are reserved for future issuance thereunderwere subject to outstanding awards as of June 30, 2023; (ii) there are no 2,043,582 shares of Common stock are issuable upon exercise of options granted Stock reserved and available for issuance under the BIO-Key International, Inc. 2004 Equity Incentive Company’s 2020 Employee Stock Purchase Plan, ; (iii) 1,095,149 750,000 shares of Common stock are issuable upon exercise Stock reserved for issuance pursuant to indemnification escrow obligations under that certain Business Combination Agreement, dated as of options granted outside of the forgoing plans of which 1,091,715 shares are exercisableSeptember 18, 2020, by and among Legacy Acquisition Corp., Excel Merger Sub I, Inc., Excel Merger Sub II, LLC, Onyx Enterprises Int’l, Corp., and Shareholder Representative Services LLC and (iv) 2,586,507 3,633,333 shares of Common stock Stock are issuable reserved for issuance upon exercise of outstanding warrants all of which are exercisable. The Closing Shares, when issued pursuant with exercise prices ranging from $0.36 to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof$2.00 per share. The Company has duly reserved up to 3,500,000 18,000,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has duly reserved 1,900,000 additional up to 12,837,838 shares of Common Stock for issuance upon exercise of the WarrantWarrants. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant Warrants in accordance with its terms, and any other Investor Shares, if and when issued in connection wtih the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate of Incorporation, as amended, and Bylaws Organizational Documents on file on the SEC’s XXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws Organizational Documents, as in effect as of the date hereofApplicable Closing Date. The Company is not in violation of any provision of its Certificate of Incorporation or BylawsOrganizational Documents. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b)The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant Warrants or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 6,961,712 shares of Common Stock (or securities convertible into or exercisable for Common Stock) at a discount to fair market value without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 300,000,000 shares of Common Stock and (iiiii) 5,000,000 100,000,000 shares of Preferred Stock, par value $0.001 per share Stock to be designated by the Board of Directors (the “Preferred Stock”). As of the date hereof: (A) 20,321,047 close of business on May 22, 2021, 71,170,690 shares of Common Stock were issued and outstanding (not including shares held in treasury); and (D) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasuryoutstanding. As of the date May 22, 2021, (x) an aggregate of this Agreement (i) 547,915 2,525,010 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key International, Inc. Drone Aviation Holding Corp. 2015 Equity Incentive Plan, as amended, all of which 253,197 shares are exercisable fully vested and 859,626 additional shares are reserved for future issuance thereunder, exercisable; (iiy) there are no an aggregate of 5,333,838 shares of Common stock Stock are issuable upon exercise of options granted under the BIOCompany’s 2020 Long-Key International, Inc. 2004 Equity Term Incentive Plan, of which 805,171 shares were exercisable as of May 22, 2021 and 2,999,496 additional shares are reserved for future issuance thereunder; and (iiiz) 1,095,149 an aggregate of 50,004 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock Stock are issuable upon exercise of outstanding warrants all of which are exercisable. The Closing Shares, when issued pursuant to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect granted by the Company prior to the issuance thereofmerger with Drone Aviation Holding Corp., with exercise prices ranging from $1.50 to $3.00 per share. As of May 22, 2021, an aggregate of 560,192 shares of Common Stock are issuable upon exercise of outstanding warrants that were issued in connection with acquisitions, with exercise prices ranging from $0.1497 to $0.7212 per share. As of May 22, 2021, an aggregate of 4,433,734 shares of Common Stock are issuable upon exercise of warrants traded on Nasdaq under the symbol “COMSW” with an exercise price of $4.50. As of May 22, 2021, an aggregate of 3,511,874 shares of Common Stock are issuable upon exercise of outstanding warrants granted by the Company with exercise prices ranging from $2.97 to $8.40 per share. The Company has duly reserved up to 3,500,000 13,000,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount Conversion Shares (as defined in the Note) is converted are used to Common Stock at the Conversion Price (as defined in pay all principal installments under the Note) as of the date hereof) and has duly reserved 1,900,000 additional 1,820,000 shares of Common Stock for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate Restated Articles of Incorporation, as amended, Incorporation and Bylaws Amended and Restated By-laws on file on the SEC’s XXXXX website are true and correct copies of the Company’s Restated Articles of Incorporation and Bylaws Amended and Restated By-laws as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate Restated Articles of Incorporation or BylawsAmended and Restated By-laws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities on the Closing Date will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 14,234,000 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 of 300,000,000 shares of Common Stock and (iii) 5,000,000 10,000,000 shares of Preferred Stock, par value $0.001 per share preferred stock to be designated by the Board of Directors (the “Preferred Stock”). As of the date hereof: (A) 20,321,047 close of business on June 30, 2023, 20,292,624 shares of Common Stock were issued and outstanding (not including shares held in treasury); and (D) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury. As of outstanding; and since June 30, 2023, and through the date of this Agreement Agreement, the Company has not issued any additional shares of Common Stock or shares of Preferred Stock. As of June 30, 2023, (i) 547,915 an aggregate of 66,840 shares of Common stock Stock are issuable upon exercise of options (or in the form of warrants) granted under the BIO-Key International2018 Employee Stock Option Plan and 2018 Officers, Inc. 2015 Equity Incentive Directors, Employees, and Consultants Nonqualified Stock Option Plan, as amended, of which 253,197 43,951 shares were exercisable as of June 30, 2023; and (ii) 596,718 shares of Common Stock are exercisable issuable upon vested of restricted stock units under the 2021 Stock Incentive Plan; and 859,626 additional (iii) 936,000 shares of Common Stock are reserved for future issuance thereunder, (ii) there are no shares of Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Incentive Plan, (iii) 1,095,149 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock are issuable upon exercise of outstanding warrants all of which are exercisable. The Closing Shares, when issued pursuant with exercise prices ranging from $4.25 to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof$4.675 per share. The Company has duly reserved up to 3,500,000 2,000,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined convertible notes issued in the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) March and has duly reserved 1,900,000 September 2023. An additional 4,355,376 shares of Common Stock are reserved for future issuance upon exercise of under the Warrant2023 Stock Incentive Plan. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant Warrants in accordance with its terms, and any other Investor Shares, if and when issued in connection with the Transaction Documents, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate of Incorporation, as amended, and Bylaws Organizational Documents on file on the SEC’s XXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws Organizational Documents, as in effect as of the date hereofApplicable Closing Date. The Company is not in violation of any provision of its Certificate of Incorporation or BylawsOrganizational Documents. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b)The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary. Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant Warrants or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to twenty percent (20%) of its outstanding shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 200,000,000 shares of Common Stock, (ii) 1,250,000 shares of Series A 8% Senior Convertible Preferred Stock (the “Series A Preferred Stock”) and (iii) 5,000,000 18,750,000 remaining shares of blank check preferred stock to be designated by the Board of Directors (the “Blank Check Preferred Stock”, and together with the Series A Preferred Stock, par value $0.001 per share (the “Preferred Stock”)). As of the date hereofclose of business on June 30, 2022: (A) 20,321,047 16,899,822 shares of Common Stock were issued and outstanding (not including shares held in treasury); and (DB) no No shares of Series A Preferred Stock were issued and outstanding or held by the Company in its treasury. As of outstanding; and since June 30, 2022, and through the date of this Agreement (i) 547,915 Agreement, the Company has issued no additional shares of Common stock Stock, cancelled no shares of Common Stock and issued no additional shares of Preferred Stock. As of June 30, 2022, (x) no shares of Common Stock are issuable upon exercise of options granted under the BIOCompany’s 2018 Long-Key International, Inc. 2015 Equity Term Stock Incentive Plan, as amended, of which 253,197 shares are exercisable Plan and 859,626 474,966 additional shares are reserved for future issuance thereunderunder such plan, which plan contains an ‘evergreen’ provision, (iiy) there are no 421,558 unvested RSUs issued and outstanding under the 2020 Stock Incentive Plan, and (z) there are 4,440,660 shares of Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Incentive Plan, (iii) 1,095,149 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock are Stock issuable upon exercise of outstanding warrants all of which are exercisable. The Closing Shareswarrants, when issued pursuant with exercise prices ranging from $1.52 to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof$125.00 per share. The Company has shall duly reserved reserve up to 3,500,000 7,200,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has shall duly reserved 1,900,000 additional reserve 3,600,000 shares of Common Stock for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No Other than as set forth on Schedule 3.4(d), no shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate of Incorporation, as amended, and Bylaws on file on the SEC’s XXXXX EXXXX website are true and correct copies of the Company’s Articles Certificate of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except Other than as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There Other than with respect to the Series A Preferred Stock, there are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There Other than as set forth on Schedule 3.4(d), there are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The Other than as set forth on Schedule 3.4(d), the issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 3,379,963 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 of Five Hundred Million shares of Class A Common Stock, Twenty-Five Million shares of Class B Common Stock and (iii) 5,000,000 Twenty-Five Million shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). As of the date hereof: (A) 20,321,047 close of business on December 15, 2022, 365,525,189 shares of Common Stock, no shares of Class B Common Stock were issued and outstanding (not including shares held in treasury); and (D) no 300,130 shares of Preferred Stock were issued and outstanding or held by the Company in its treasuryoutstanding. As of the date December 15, 2022, (x) an aggregate of this Agreement (i) 547,915 5,810,844 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2015 Equity Incentive Plan, as amendeda stock option plan, of which 253,197 shares 2,538,790 are exercisable fully vested and 859,626 additional shares are reserved for future issuance thereunder, exercisable; (iiy) there are no shares an aggregate of 27,560,0021 Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Incentive Plan, (iii) 1,095,149 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock Stock are issuable upon exercise of outstanding warrants all granted by the Company, with exercise prices ranging from $0.45 to $2,000 per share and (Z) an aggregate of which 1,505,000 restricted stock grants are exercisable. The Closing Shares, when issued pursuant to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Company has duly reserved up to 3,500,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has duly reserved 1,900,000 additional shares of Common Stock for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereofoutstanding. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate certificate of Incorporationincorporation and bylaws, each as amended, and Bylaws on file on the SEC’s XXXXX EXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws constating documents as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate certificate of Incorporation incorporation or Bylawsbylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Private Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Private Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Private Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Other than as set forth on Schedule 3.4(b), no Private Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Private Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither Neither the Company nor any Private Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 ActAct other than _______________. There are no outstanding securities of the Company or any of the Private Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Private Subsidiary is or may become bound to redeem or purchase any security of the Company or any Private Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant or the Investor Shares. Neither the Company nor any Private Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities Note on the Closing Date will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 120,000,000 shares of Common Stock and (iiiii) 5,000,000 10,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). As of the date hereofclose of business on September 30, 2020: (A) 20,321,047 53,270,044 shares of Common Stock were issued and outstanding (not including shares held in treasury); and (DB) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury. As of outstanding; and since September 30, 2020, and through the date of this Agreement Agreement, the Company has issued 153,628 additional shares of Common Stock and no additional shares of Preferred Stock. As of November 23, 2020, (i) 547,915 an aggregate of 3,000 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key InternationalNexMed, Inc. 2015 Equity 2006 Stock Incentive Plan, as amended, of which 253,197 3,000 shares are were exercisable as of September 30, 2020 and 859,626 no additional shares are reserved for future issuance thereunder, (ii) there are no an aggregate of 8,038,582 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Company's Amended and Restated 2012 Stock Long Term Incentive Plan, of which 249,971 shares were exercisable as of September 30, 2020, and 7,788,611 additional shares are reserved for future issuance thereunder, (iii) 1,095,149 an aggregate of 30,816 shares of Common stock Stock are issuable upon exercise of options granted outside of under the forgoing plans Company's 2016 Equity Incentive Plan, of which 1,091,715 30,816 shares were exercisable as of September 30, 2020 and no additional shares are exercisablereserved for future issuance thereunder, and (iv) 2,586,507 an aggregate of 167,285 shares of Common stock Stock are issuable upon exercise of options granted under the Company's 2019 Inducement Plan, of which 28,375 shares were exercisable as of September 30, 2020, and 832,715 additional shares are reserved for future issuance thereunder, (v) 10,219,821 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants all with exercise prices ranging from $0.2957 to $492.00 per share, and (vi) 1,000,000 shares of which Common Stock are exercisableavailable for future issuance under the Company's 2020 Employee Stock Purchase Plan. The Closing Shares, when issued pursuant to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Company has duly reserved up to 3,500,000 8,000,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has duly reserved 1,900,000 additional shares of Common Stock for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, terms will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s 's Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate 's Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws on file on the SEC’s 's XXXXX website are true and correct copies of the Company’s 's Amended and Restated Articles of Incorporation Incorporation, as amended, and Amended and Restated Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate Amended and Restated Articles of Incorporation Incorporation, as amended, or Amended and Restated Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “"Subsidiary” " 'and collectively, the “"Subsidiaries”) and indicates for each Subsidiary (i) "). The Company owns, directly or indirectly, all of the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership equity interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interestseach Subsidiary. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant Note or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “"phantom stock” " plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 150,000,000 shares of Common Stock; (ii) 50,000,000 shares of Class B non-voting Common Stock and (the “Class B Common Stock”), (iii) 5,000,000 250,000 shares of Preferred Stockvoting Series A preferred stock, par value $0.001 0.0001 per share (the “Preferred A Stock”), (iv) 1,200,000 shares of voting Series B preferred stock, par value $0.0001 per share (the “Preferred B Stock”), (v) 270,000 shares of voting Series C preferred stock, par value $0.0001 per share (the “Preferred C Stock”), and (vi) 48,280,000 shares to be designated by the Company’s Board of Directors. As of the date hereofclose of business on February 1, 2019: (A) 20,321,047 10,176,433 shares of Common Stock were issued and outstanding (not including shares held in treasury); (B) no shares of Class B Common Stock were issued and outstanding (not including shares held in treasury); (C) no shares of Common Stock or Class B Common Stock were issued and held by the Company in its treasury; and (D) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasury; and since February 1, 2019 and through the date of this Agreement, no additional shares of Common Stock or Preferred Stock have been issued. As of the date of this Agreement Agreement, (ix) 547,915 an aggregate of 1,730,212 shares of Common stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2015 Equity Company’s 2014 Stock Incentive Plan, as amended, Plan of which 253,197 957,312 shares are were exercisable as of September 30, 2018 and 859,626 931,026 additional shares are reserved for future issuance thereunder, ; (iiy) there are no 398,406 shares of Common stock Stock are issuable upon exercise to the holders of options granted under the BIO-Key InternationalSeries A Preferred Stock which automatically converted into Common Stock as of November 30, Inc. 2004 Equity Incentive Plan, 2018; (iiiz) 1,095,149 1,184,121 shares of Common stock Stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock are issuable reserved for issuance upon exercise of outstanding warrants all with exercise prices ranging from $3.10 to $7.70 per share; and (aa) 208,036 shares of which Common Stock are exercisableto be returned by securities counsel to the Company for cancellation. The Closing Shares, when issued pursuant to Section 2.1 of this Agreement Agreement, respectively, will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. The Company has duly reserved up to 3,500,000 1,276,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in Repayment Shares are used to pay all principal installments and accrued interest under the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) and has duly reserved 1,900,000 up to 200,000 additional shares of Common Stock for issuance upon exercise of the WarrantMake Whole Shares, if any (assuming a $1.00 per share five-day VWAP as of the closing of business on the six-month anniversary of the Closing Date. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Make Whole Shares, if and when issued upon exercise pursuant to Section 2.4 of the Warrant in accordance with its termsthis Agreement, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate Articles of Incorporation, as amended, and Bylaws on file on the SEC’s XXXXX EXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate Articles of Incorporation or Bylaws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Except as set forth on Schedule 3.4(b), no Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant Note or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 of 200,000,000 shares of Common Stock and (iii) 5,000,000 shares of Preferred Stock“blank check” preferred stock, par value $0.001 0,001 per share (of which 30,000 shares have been designated as the “Company Series C Convertible Preferred Stock of which and 20,000 shares have been designated as the Company Series D Convertible Preferred Stock”). As of the date hereof: (A) 20,321,047 close of business on December 31, 2023, 81,346,524 shares of Common Stock were issued and outstanding (not including shares held in treasury); and (D) no outstanding, 17,858 shares of Series C Convertible Preferred Stock were issued and outstanding or held by the Company in its treasury. As and 10,161 shares of Series D Convertible Preferred Stock were issued and outstanding; and since December 31, 2023, and through the date of this Agreement Agreement, the Company has issued 348,492 additional shares of Common Stock, no additional shares of its Series C Convertible Preferred Stock and no additional shares of its Series D Convertible Preferred Stock. As of December 31, 2023, (i) 547,915 an aggregate of 28,220,473 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key InternationalKnow Labs, Inc. 2015 Employee Equity Incentive Plan, as amended, of which 253,197 6,825,334 shares are were exercisable as of December 31, 2023, and 859,626 8,238,339 additional shares are reserved for future issuance thereunder, thereunder and (ii) there are no 20,984,961 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key International, Inc. 2004 Equity Incentive Plan, (iii) 1,095,149 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock are issuable reserved for issuance upon exercise of outstanding warrants all of which are exercisable. The Closing Shares, when issued pursuant with exercise prices ranging from $0.250 to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect to the issuance thereof$4.08 per share. The Company has duly reserved up to 3,500,000 21,000,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount (as defined in the Note) is converted to Common Stock at the Conversion Price (as defined in the Note) as of the date hereof) Notes and has duly reserved 1,900,000 additional up to 9,000,000 shares of Common Stock for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note Notes in accordance with its terms, their terms and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its their terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No Except as set forth on Schedule 3.4(a), no shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate Articles of Incorporation, as amended, Incorporation and Bylaws on file on the SEC’s XXXXX website are true and correct copies of the Company’s Articles of Incorporation and Bylaws as in effect as of the date hereofClosing Date. The Company is not in violation of any provision of its Certificate Articles of Incorporation or Bylaws. 8,108,356 shares of the Company’s Common Stock is issuable, collectively, upon the conversion of our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, and approximately 3,201,534 shares of the Company’s Common Stock, collectively, is reserved to pay accrued dividends on our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock. Further, under the current terms of our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, and assuming no changes in the ownership thereof, going forward on a quarterly basis the Company will accrete as a preferred dividend the value of approximately 160,000 shares of Common Stock, which are issuable if such dividends become payable as additional shares of preferred stock, and such preferred stock is then converted into common stock. (b) Schedule 3.4(b) lists each direct and indirect subsidiary of the Company (each, a “Subsidiary” and collectively, the “Subsidiaries”) and indicates for each Subsidiary (i) ). The Company owns, directly or indirectly, all of the authorized capital stock or other Equity Interest of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership equity interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interestseach Subsidiary. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation (if a good standing concept exists in such jurisdiction) and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the NoteNotes, the Warrant Warrants or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities will not obligate the Company to issue shares of Common Stock or other securities securities, or to satisfy any related contractual obligations, to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 16,330,834 shares of Common Stock (or securities convertible into or exercisable for shares of Common Stock) without obtaining Shareholder Approval.

Capitalization and Subsidiaries. (a) The authorized Capital Stock of the Company consists of: (i) 170,000,000 300,000,000 shares of Common Stock and (iiiii) 5,000,000 100,000,000 shares of Preferred Stock, par value $0.001 per share Stock to be designated by the Board of Directors (the “Preferred Stock”). As of the date hereof: (A) 20,321,047 close of business on August 25, 2021, 72,533,850 shares of Common Stock were issued and outstanding (not including shares held in treasury); and (D) no shares of Preferred Stock were issued and outstanding or held by the Company in its treasuryoutstanding. As of the date August 25, 2021, (x) an aggregate of this Agreement (i) 547,915 2,525,010 shares of Common stock Stock are issuable upon exercise of options granted under the BIO-Key International, Inc. Drone Aviation Holding Corp. 2015 Equity Incentive Plan, as amended, all of which 253,197 shares are exercisable fully vested and 859,626 additional shares are reserved for future issuance thereunder, exercisable; (iiy) there are no an aggregate of 8,333,334 shares of Common stock Stock are issuable upon exercise of options granted under the BIOCompany’s 2020 Long-Key International, Inc. 2004 Equity Term Incentive Plan, of which 811,838 shares were exercisable as of August 25, 2021 and 2,989,496 additional shares are reserved for future issuance thereunder; and (iiiz) 1,095,149 an aggregate of 50,004 shares of Common stock are issuable upon exercise of options granted outside of the forgoing plans of which 1,091,715 shares are exercisable, and (iv) 2,586,507 shares of Common stock Stock are issuable upon exercise of outstanding warrants all of which are exercisable. The Closing Shares, when issued pursuant to Section 2.1 of this Agreement will be been validly issued, fully paid non-assessable and free from all taxes, liens and charges with respect granted by the Company prior to the issuance thereofmerger with Drone Aviation Holding Corp., with exercise prices ranging from $1.50 to $3.00 per share. As of August 25, 2021, an aggregate of 560,192 shares of Common Stock are issuable upon exercise of outstanding warrants that were issued in connection with acquisitions, with exercise prices ranging from $0.1497 to $0.7212 per share. As of August 25, 2021, an aggregate of 4,433,734 shares of Common Stock are issuable upon exercise of warrants traded on Nasdaq under the symbol “COMSW” with an exercise price of $4.50. As of August 25, 2021, an aggregate of 5,331,874 shares of Common Stock are issuable upon exercise of other outstanding warrants granted by the Company with exercise prices ranging from $2.97 to $8.40 per share. The Company has duly reserved up to 3,500,000 6,500,000 shares of Common Stock for issuance upon conversion of the Note (which assumes that the Principal Amount Conversion Shares (as defined in the Note) is converted are used to Common Stock at the Conversion Price (as defined in pay all principal installments under the Note) as of the date hereof) and has duly reserved 1,900,000 additional 1,315,789 shares of Common Stock for issuance upon exercise of the Warrant. The Conversion Shares, when issued upon conversion of the Note in accordance with its terms, and the Warrant Shares, if and when issued upon exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issuance thereof. No shares of the Company’s Capital Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. The Company’s Certificate Restated Articles of Incorporation, as amended, Incorporation and Bylaws Amended and Restated By-laws on file on the SEC’s XXXXX website are true and correct copies of the Company’s Restated Articles of Incorporation and Bylaws Amended and Restated By-laws as in effect as of the date hereof. The Company is not in violation of any provision of its Certificate Restated Articles of Incorporation or BylawsAmended and Restated By-laws. (b) Schedule 3.4(b) lists each direct and indirect subsidiary Subsidiary of the Company (each, a “Subsidiary” and collectively, existing on the “Subsidiaries”) date hereof and indicates for each Subsidiary (i) the authorized capital stock or other Equity Interest Interests of such Subsidiary as of the date hereof, (ii) the number and kind of shares or other ownership interests of such Subsidiary that are issued and outstanding as of the date hereof, and (iii) the owner of such shares or other ownership interests. No Subsidiary has any outstanding stock options, warrants or other instruments pursuant to which such Subsidiary may at any time or under any circumstances be obligated to issue any shares of its capital stock or other Equity Interests. Except as disclosed on Schedule 3.4 (b), each Each Subsidiary is duly organized and validly existing in good standing under the laws of its jurisdiction of formation and has all requisite power and authority to own its properties and to carry on its business as now being conducted. (c) Except as set forth on Schedule 3.4(c), neither Neither the Company nor any Subsidiary is bound by any agreement or arrangement pursuant to which it is obligated to register the sale of any securities under the 1933 Act. There are no outstanding securities of the Company or any of the Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem or purchase any security of the Company or any Subsidiary. There are no outstanding securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Note, the Warrant or the Investor Shares. Neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. (d) The issuance and sale of any of the Securities on the Closing Date will not obligate the Company to issue shares of Common Stock or other securities to any other Person and will not result in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding securities. (e) As of the date of this Agreement, the Company has capacity under the rules and regulations of the Trading Market to issue up to 14,506,000 shares of Common Stock (or securities convertible into or exercisable for Common Stock) without obtaining Stockholder Approval.